© 2009 BoardSource 1
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SHARED LEADERHSIP: Governance Roles and
Responsibilities of Board and Staff Saturday, January 28, 2012
Bruce Lesley, Senior Governance Consultant
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Dysfunctional
Functional
Responsible
Exceptional
This meeting will be a success if…
Today’s Agenda
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Review ‘08: Four Stages and Four Challenges Institute for Conservation Leadership
Volunteer-Based
“The Leap” Shared Governance
Institutional
Individual leader or a small group has idea, forms an org run by volunteers.
Board decides to hire staff as admin support, then the first E.D.
Board assumes the governance of org and delegates administration of operations to the E.D. and staff.
E.D. and staff assume more responsibility for the org’s direction. Board focuses mainly on $ and community support.
Challenge: Maintaining programs w/out on-going funding or professional staff.
Challenge: Developing a systematic, effective way for board to support and work with staff (and E.D.).
Challenge: Developing effective systems to delegate more authority for growing program effectively.
Challenge: Remaining responsive to the needs of the population served.
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Review ’08: Board-E.D. Partnership (“board…needs a clear role to differentiate it from staff functions”)
! Embrace the People Partnership, BOARD HAS ONE EMPLOYEE–E.D.…Acknowledge Potential Opps & Conflicts!
! Start with Core Values of Mutual Respect & Professionalism! ! Establish Clear Expectations & Accountability…Honor Lines
of Authority/Responsibility! ! Over Communicate…No Surprises! ! Promote Leadership Assessment…Commit to Evaluations! ! Understand Board/ED/Staff/Vol Leader Relationships–
Exchange info through President/ED! ! Design the Board’s Structure to follow the Governance
Strategy…Don’t Do Staff Work!
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q Constructive Partnership1
q Mission Driven2
q Strategic Thinking3
q Culture of Inquiry4
q Independent-Mindedness5
q Ethos of Transparency6
q Compliance with Integrity7
q Sustaining Resources8
q Results-Oriented9
q Intentional Board Practices10
q Continuous Learning11
q Revitalization12
Overview: Culture & Values (“think we have a very talented and committed BOD”)
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Overview: Policy Decisions (generates sound policy 3.81; spends enough time 2.86)
“Board Decisions Should Predominately be (Governance-level) Policy Decisions (1) Ends vs. Means (2) Executive Limitations, i.e.,
What is Unacceptable (3) Board-Staff Linkage (4) Governance Process” Or, on-going Charges…
• “Decide the largest issue in a given category before smaller issues in that same category.
• Determine the threshold below which you can accept any reasonable interpretation of the decision just made.
• The board joins rank behind any decisions.”
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Relationships Ü Resources
Fidu
ciary
Overs
ight
Ü
Inqu
iry Strategic
Framing Ü
Thinking
…supported by practices,
structure, and assessment.
Overview: Governance Triangle to steer or to guide
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Relationships Ü Resources
Fidu
ciary
Overs
ight
Ü
Inqu
iry Strategic
Framing Ü
Thinking
…supported by practices,
structure, and assessment.
Governance Triangle
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Fiduciary: Legal Obligations • Duty of...
– reasonable Care in the decision-making process, i.e. My Best Judgment!
– Loyalty to the organization (conflicts-of-interest policy, 3.14; understand 3.38; “conflict of interest needs to be better understood, respected, dealt with openly”), i.e. Organization First!
– Obedience to organization’s central purposes, i.e. Mission First!
• Internal Law of the Organization – Articles of Incorporation &
Bylaws – Internal Policy Statements &
Procedures – Contracts with Third Parties
• Federal & State Laws (registering, reporting, etc.)
• Serve as a “Court of Appeal” • D & O Liability Insurance
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Fiduciary: Oversight & Inquiry ! Ensure legal compliance ! Ensure efficient/effective use of resources & fiscal
accountability (sufficient flow of info 4.40; oversight 3.95; enough time 3.70)
! Ensure sound risk management policies
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! Board of Directors • Group Self-Assessment ü ü ü • Individual Expectations • Group/Individual Dashboard • Meeting Evaluations
! Committees and Task Forces ! Chief Executive (set performance goals 4.41;
review 4.29)
Fiduciary: Promote Leadership Assessment
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Graphic Dashboard
What You Measure will More Likely Become Reality (measure board performance 2.71; organization 2.90)
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Relationships Ü Resources
Fidu
ciary
Overs
ight
Ü
Inqu
iry Strategic
Framing Ü
Thinking
…supported by practices,
structure, and assessment.
Governance Triangle
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Strategic: On-going (spends enough time 2.62)
! Keep Org's mission (understood 4.09) & vision relevant
! Analyze environments (2.57)–What is happening out there? Ü
! Framing the “Big” Issues Ü ! Innovate, modify, & assist strategic
planning and visioning Ü
! Assist with selected strategies Ü
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Framing
Sense making
Question Meaning
Developing Frames
New Practices
Recognize Opportunities
Deliberate differently
New Agendas
Familiar Processes Fiduciary/Strategic
Financial Oversight
Policy making
Strategic planning
Familiar Practices
Board Meetings (retreat) “SWOT”/Needs Assess Review $ Statements
Roberts Rules–Motions to…
Committee Work
Implementation
Management (& volunteers)
Service delivery
Evaluation
Framing Strategy
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Strategic: Eyes & Ears in the Community/ Recognize Opportunities
Generate insights and
discern different patterns
Collective reflection
Commitment to action
Discussion of impressions,
frames, perspectives
Shared experience
yields shared meaning
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• The glass is half empty. • The glass is half full. • The glass is twice at big as it needs to be. • Does the glass really need all that water? • The glass has a 50% probability of holding water. • If no-one looks at the glass who’s to say how full or empty it is?
Accountant
Engineer
Optimist
Pessimist
Philosopher
Quantum Physicist
Framing Strategy
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Sample Framing Questions 1. What is the biggest gap between what we claim we are
and what our actual performances or actions say about what we are? Why is this so? What does it say about USMS that we spend disproportionate time/money on “competition.”
2. What does it mean that we want to grow to include “as many adults as possible?” How would we act differently if we were for-profit?
3. Why should a future donor/member want to invest money with our nonprofit? How do we make sense of the next generation of donors/members?
4. The year is 2020 and USMS is being recognized (by the President) as the “premiere resource for adult aquatic fitness in the United States!” This achievement would not have happened had not the 2012 board/staff _______.
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Framing Strategy: Jim Collins’-type Research
7 Measures of Success–ASAE
1. A customer service culture
2. Alignment of products and services with mission
3. Data-driven strategies 4. Dialogue & engagement 5. CEO as broker of ideas 6. Organizational
adaptability 7. Alliance building
Forces for Good–Crutchfield & Grant
1. Advocate & serve 2. Make markets work 3. Inspire evangelists 4. Nurture nonprofit
networks 5. Master the art of
adaptation 6. Share leadership 7. Sustain impact
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! Catalytic Questions ! Silent Starts
! One Minute Memos ! Breakouts
! Counterpoints ! Role Plays ! Simulations ! Surveys
! Future Perfect History
Framing Strategy & Develop New Ideas: Deliberate Differently
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Everyone’s Sports Support Nonprofit, Board Meeting Agenda I. Call to order, welcome, overview of Agenda II. Consent Agenda III. Strategic Thinking
I. SAMPLE: How to get the right people on the bus for new revenue strategies? II. SAMPLE: How to better use community collaborations to fulfill mission? III. SAMPLE: What will it mean to govern differently as we grow and expand staff?
IV. Committee Reports I. Finance Committee Chair: Revenue Needs II. Governance Committee Chair: Bylaws Changes
V. Mission Moment VI. Board Meeting Evaluation VII. Adjournment
Strategic: Focus on Strategy Discussions (board discusses significant issues 3.5; adequate agendas 3.38)
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What’s Your Strategic Agenda?
! Branding, differentiation ! Chapter relations ! College/military, other target markets ! E2EMM ! International focus (time/money) ! Membership growth & retention ! Volunteer experience/management (use
talents/skills effectively 3.38)
! Swimming Saves Lives Foundation
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Relationships Ü Resources
Fidu
ciary
Overs
ight
Ü
Inqu
iry Strategic
Framing Ü
Thinking
…supported by practices,
structure, and assessment.
Governance Triangle
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Board’s Active Engagement: SUSTAINING RESOURCES Exceptional boards link bold visions and ambitious plans to financial support, expertise, and networks of influence. ! Policies on sources and strategies? ! Review new sources, business plans? ! What other resources and relationships are
needed besides money (e.g., directors, volunteers, partners)?
! Policies/accountability on individual involvement? Training, tools, and support needed?
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Relationships Ü Resources: Continuum of Director Activities
1-Share the Passion • Make a personal Contribution
• Generate interest in org • Identify/Build relationships
2-Make an Ask for Involvement • Will you visit our website?
• May I have __ call you about…?
• Will you attend…?
Vision
Gap
3-Say Thank You • Appreciate donors/ supporters • Communicate use of resources
What are your talking
points?
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Swimming Saves Lives Foundation ! What is the best organization
structure for SSLF? ! … relationship to USMS board and
staff? ! … best composition? ! … best strategies?
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Relationships Ü Resources
Fidu
ciary
Overs
ight
Ü
Inqu
iry Strategic
Framing Ü
Thinking
…supported by practices,
structure, and assessment.
Governance Triangle
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! Composition & Size (3.62; “board size is large”)
! Terms & Limits (current 2+2 3.72)
! Cultivate/Recruit Future Leaders (2.71, Bd Development 2.8) ! Officers
! Orientation (adequate orientation 3.57; mentoring 2.99; on-going training 3.05; “board needs
considerable training”)
Structure
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! Executive committee (EC reports to board on actions taken 3.57; “BOD is clearly not kept
informed about the activities of the EC”) ! Committees & Task Forces
(structure O.K. 3.71; address substance 3.52; even distribution of work, 2.95; “some board members
with multiple task force/committee assignments and some with few”; “don’t believe all TFs are posting
minutes”)
! Meetings (frequent enough & staff support 4.0)
! Technology
Structure
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Board Development Action Plan Action or
Deliverable Responsible
Parties Timeline Comments
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! “I can do it myself in less time, and with less hassle”
! “That’s my job, not yours” or “That’s not my job”
! “There is this one individual…” (Taming the Troublesome Board Member or Trouble at the Top or Moving Beyond Founder’s Syndrome)
! “We’re not focused on the critical issues” ! “There are no champions” ! “We don’t communicate” ! “We’re not engaged”
Conclusion: Why Governance Teams Stumble
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Moving Forward…Next Steps!
What is the process to move forward from these discussions? How will this feedback be used to
improve your nonprofit’s governance?
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